Hennessy (HNNAZ) insider grant of 19,700 units and 9,000-share sale

Rhea-AI Filing Summary

Neil J. Hennessy, identified as a director, CEO and greater-than-10% owner of Hennessy Advisors Inc. (HNNAZ), reported multiple transactions on 09/18/2025. The filing shows an acquisition of 19,700 common stock units at $0 that will vest 25% per year beginning 09/18/2026 and are held indirectly by trust, bringing indirect beneficial ownership to 2,070,111.5 shares after the acquisition. The filing also discloses a sale of 9,000 shares at $11.08, reducing trust-held indirect ownership to 2,061,111.5. Additional positions are listed as a disposition of 5,062 shares and 25,059 shares held indirectly via a spouse's IRA; the form does not specify prices or further details for those entries. All transactions were signed by an attorney-in-fact on 09/19/2025.

Positive

• Restricted stock units granted (19,700 units) that vest 25% per year, indicating long-term alignment with shareholders.

Negative

• Sale of 9,000 shares at $11.08 and an inexplicit disposition of 5,062 shares; the filing fails to state the price for the 5,062-share disposition, limiting transparency.

Insights

Financial Analyst

TL;DR: Insider reported both stock unit grant and a small open-market sale, net indirect holdings remain large.

The filing documents a grant of 19,700 restricted stock units that vest over four years and a contemporaneous sale of 9,000 shares at $11.08. The trustee-held indirect position remains sizeable at roughly 2.06 million–2.07 million shares depending on the line item. These transactions are routine for insiders who receive equity compensation and periodically sell shares; the grant increases long-term alignment while the sale modestly reduces the trust position. The form omits price detail for one disposition of 5,062 shares, which limits full assessment of proceeds and timing.

Corporate Governance Expert

TL;DR: Report shows standard equity compensation plus a sale; ownership and governance implications are modest and transparent.

The reporting person remains a substantial indirect holder and a company officer, reinforcing concentrated insider ownership. The vesting schedule disclosed for the 19,700 units (25% annual vesting starting 09/18/2026) provides clear alignment over time. The contemporaneous sale of 9,000 shares at $11.08 and other dispositions recorded on the form are disclosed under Section 16 as required; absent additional context on the undisclosed price for 5,062 shares, there is no indication of unusual governance concerns from this filing alone.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HENNESSY NEIL J

(Last) (First) (Middle)

7250 REDWOOD BLVD

SUITE 200

(Street)

NOVATO CA 94945

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HENNESSY ADVISORS INC [ HNNA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/18/2025		A(1)		19,700	A	$0	2,070,111.5(1)	I	By Trust
Common Stock	09/18/2025		F		9,000	D	$11.08	2,061,111.5	I	By Trust
Common Stock								5,062	D
Common Stock								25,059	I	By Spouse's IRA

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Includes 19,700 shares of underlying stock units that will vest 25% per year beginning on September 18, 2026.

	/s/ Teresa Nilsen, Attorney-in-Fact for Neil J. Hennessy	09/19/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What transactions did Neil J. Hennessy report for HNNAZ on 09/18/2025?

The form reports an acquisition of 19,700 stock units (vest 25% per year starting 09/18/2026) and a sale of 9,000 shares at $11.08, plus other listed dispositions.

How many HNNAZ shares does Hennessy beneficially own after these transactions?

The filing shows indirect beneficial ownership figures of 2,070,111.5 shares after the grant and 2,061,111.5 shares after the 9,000-share sale.

Are the granted shares immediately vested?

No. The 19,700 units are stock units that will vest 25% per year beginning on 09/18/2026.

Who signed the Form 4 filing?

The form is signed by Teresa Nilsen, Attorney-in-Fact for Neil J. Hennessy, dated 09/19/2025.

Is there any missing information in the filing that investors should note?

Yes. The filing lists a disposition of 5,062 shares without specifying a sale price or further details, which limits full assessment of that transaction.